UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 3, 2003
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-21360
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Shoe Carnival, Inc.
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(Exact name of registrant as specified in its charter)
Indiana
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(State or other jurisdiction of incorporation or organization)
35-1736614
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(IRS Employer Identification Number)
8233 Baumgart Road, Evansville, Indiana 47725
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(Address of principal executive offices)
(812)867-6471
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value, 12,650,434 shares outstanding as of June 11, 2003.
SHOE CARNIVAL, INC.
INDEX TO FORM 10-Q
Page
Part I Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets............................3
Condensed Consolidated Statements of Income......................4
Condensed Consolidated Statement of Shareholders' Equity.........5
Condensed Consolidated Statements of Cash Flows..................6
Notes to Condensed Consolidated Financial Statements.........7 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.....................9 - 12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.................................................12
Item 4. Controls and Procedures.....................................12
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K............................13
Signature............................................................14
Certifications..................................................15 - 16
2
SHOE CARNIVAL, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
May 3, February 1, May 4,
(In thousands) 2003 2003 2002
-------------- ------------- ------------
Unaudited Unaudited
ASSETS
Current Assets:
Cash and cash equivalents.................................. $ 4,140 $ 5,782 $ 3,616
Accounts receivable........................................ 2,236 1,134 1,392
Merchandise inventories.................................... 150,063 146,091 129,783
Deferred income tax benefit............................... 1,197 901 483
Other...................................................... 1,405 1,890 1,584
-------------- ------------- ------------
Total Current Assets.......................................... 159,041 155,798 136,858
Property and equipment-net.................................... 66,956 63,477 59,607
-------------- ------------- ------------
Total Assets.................................................. $ 225,997 $ 219,275 $ 196,465
============== ============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable........................................... $ 43,736 $ 49,847 $ 37,787
Accrued and other liabilities.............................. 12,771 9,276 11,033
Current portion of long-term debt.......................... 360 427 725
Total Current Liabilities .................................... 56,867 59,550 49,545
Long-term debt................................................ 18,559 15,503 16,269
Deferred lease incentives..................................... 6,270 5,262 4,096
Accrued rent ................................................. 2,536 2,458 2,144
Deferred income taxes......................................... 4,740 4,971 4,078
Other......................................................... 798 640 439
-------------- ------------- ------------
Total Liabilities............................................. $ 89,770 $ 88,384 $ 76,571
============== ============= ============
Shareholders' Equity:
Common stock, $.01 par value, 50,000
shares authorized, 13,363 shares issued
at May 3, 2003, February 1, 2003 and
May 4, 2002.............................................. 134 134 134
Additional paid-in capital................................... 65,962 65,828 65,264
Retained earnings............................................ 75,171 70,091 59,912
Treasury stock, at cost, 728, 746 and 812 shares at
May 3, 2003, February 1, 2003 and May 4, 2002............. (5,040) (5,162) (5,416)
-------------- ------------- ------------
Total Shareholders' Equity.................................... 136,227 130,891 119,894
-------------- ------------- ------------
Total Liabilities and Shareholders' Equity.................... $ 225,997 $ 219,275 $ 196,465
============== ============= ============
See notes to condensed consolidated financial statements.
3
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited
Thirteen Thirteen
Weeks Ended Weeks Ended
(In thousands, except per share data) May 3, 2003 May 4, 2002
----------- -----------
Net sales.............................................................. $ 136,850 $ 129,384
Cost of sales (including buying, distribution and
occupancy costs).................................................. 95,969 90,302
---------- ----------
Gross profit........................................................... 40,881 39,082
Selling, general and administrative expenses........................... 32,587 29,761
---------- ----------
Operating income....................................................... 8,294 9,321
Interest expense-net................................................... 166 264
---------- ----------
Income before income taxes............................................. 8,128 9,057
Income tax expense..................................................... 3,048 3,396
---------- ----------
Net income............................................................. $ 5,080 $ 5,661
========== ==========
Net income per share:
Basic............................................................... $ .40 $ .45
Diluted ............................................................ $ .39 $ .44
Average shares outstanding:
Basic .............................................................. 12,625 12,471
Diluted............................................................. 12,962 12,932
See notes to condensed consolidated financial statements.
4
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Unaudited
Common Stock Additional
--------------------------- Paid-In Retained Treasury
(In thousands) Issued Treasury Amount Capital Earnings Stock Total
------- -------- ------ ----------- -------- --------- ---------
Balance at February 1, 2003......... 13,363 (746) $ 134 $ 65,828 $ 70,091 $ (5,162) $ 130,891
Exercise of stock options........... 15 117 103 220
Employee stock purchase
plan purchases..................... 3 17 19 36
Net income.......................... 5,080 5,080
------ ------ ------- ---------- --------- -------- ---------
Balance at May 3, 2003.............. 13,363 (728) $ 134 $ 65,962 $ 75,171 $ (5,040) $ 136,227
====== ====== ======= ========== ========= ======== =========
See notes to condensed consolidated financial statements.
5
SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
Thirteen Thirteen
Weeks Ended Weeks Ended
(In thousands) May 3, 2003 May 4, 2002
--------------- -------------
Cash Flows From Operating Activities
Net income................................................................... $ 5,080 $ 5,661
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............................................. 3,335 2,882
(Gain) loss on retirement of assets....................................... (60) 6
Deferred income taxes..................................................... (527) (179)
Other ................................................................... 151 99
Changes in operating assets and liabilities:
Accounts receivable................................................... (1,003) (94)
Merchandise inventories............................................... (3,972) 5,866
Accounts payable and accrued liabilities.............................. (2,627) (1,688)
Other................................................................. 506 231
----------- -----------
Net cash provided by operating activities....................................... 883 12,784
----------- -----------
Cash Flows From Investing Activities
Purchases of property and equipment.......................................... (6,862) (5,198)
Lease incentives............................................................. 1,093 0
----------- -----------
Net cash used in investing activities........................................... (5,769) (5,198)
----------- -----------
Cash Flows From Financing Activities
Net borrowings (payments) under line of credit............................... 3,125 (11,300)
Payments on long-term debt................................................... (137) (260)
Proceeds from issuance of stock.............................................. 256 2,131
----------- -----------
Net cash provided by (used in) financing activities............................. 3,244 (9,429)
----------- -----------
Net decrease in cash and cash equivalents....................................... (1,642) (1,843)
Cash and cash equivalents at beginning of period................................ 5,782 5,459
----------- -----------
Cash and Cash Equivalents at End of Period...................................... $ 4,140 $ 3,616
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during period for interest......................................... $ 133 $ 387
Cash paid during period for income taxes, net of refunds..................... $ 13 $ (60)
Capital lease obligations incurred........................................... $ 0 $ 47
See notes to condensed consolidated financial statements.
6
SHOE CARNIVAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Note 1 - Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company and the results of its operations and its cash
flows for the periods presented. Certain information and disclosures normally
included in notes to consolidated financial statements have been condensed or
omitted according to the rules and regulations of the Securities and Exchange
Commission, although the Company believes that the disclosures are adequate to
make the information presented not misleading. The results of operations for the
interim periods are not necessarily indicative of the results to be expected for
the full year. The condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and the notes
thereto contained in the Company's Annual Report on Form 10-K for its fiscal
year ended February 1, 2003.
Note 2 - Net Income Per Share
Net income per share of common stock is based on the weighted average number of
shares and common share equivalents outstanding during the period. The following
table presents a reconciliation of the Company's basic and diluted weighted
average common shares outstanding as required by Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share":
(In thousands)
Thirteen weeks ended May 3, 2003 May 4, 2002
----------- -----------
Basic shares.................................................................... 12,625 12,471
Dilutive effect of stock options................................................ 337 461
--------- ---------
Diluted shares.................................................................. 12,962 12,932
========= =========
Options to purchase 301,000 and 104,000 shares of common stock for the first
quarter of fiscal 2003 and 2002, respectively, were not included in the
computation of diluted shares because the options' exercise prices were greater
than the average market price for the period.
Note 3 - Stock-Based Compensation
SFAS No. 123, "Accounting for Stock-Based Compensation", requires that companies
either recognize compensation expense for grants of stock options and other
equity instruments based on fair value, or provide pro forma disclosure of net
income and net income per share in the notes to the financial statements. At May
3, 2003, the Company has three stock-based compensation plans: the 1993 Stock
Option and Incentive Plan, the Outside Directors Stock Option Plan and the 2000
Stock Option and Incentive Plan. The Company accounts for these plans under the
recognition and measurement principles of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees", and related interpretations.
Accordingly, no compensation cost has been recognized under SFAS No. 123 for the
Company's employee stock option plans. Had compensation cost for the awards
under those plans been determined based on the grant date fair values,
consistent with the method required under SFAS
7
No. 123, the Company's net income and net income per share would have been
reduced to the pro forma amounts indicated below:
(In thousands, except per share data)
Thirteen weeks ended May 3, 2003 May 4, 2002
----------- -----------
Net income as reported.......................................................... $ 5,080 $ 5,661
Deduct: Stock-based employee compensation expense determined under fair
value based method for all awards, net of related tax effects.............. (256) (168)
--------- --------
Pro forma net income............................................................ $ 4,824 $ 5,493
========= ========
Basic net income per share
As reported................................................................ $ .40 $ .45
Pro forma.................................................................. $ .38 $ .44
Diluted net income per share
As reported................................................................ $ .39 $ .44
Pro forma.................................................................. $ .37 $ .42
The weighted-average fair value of options granted was $6.91 at May 3, 2003 and
$9.65 at May 4, 2002. The fair value of these options was estimated at grant
date using Black-Scholes option pricing model with the following weighted
average assumptions:
May 3, 2003 May 4, 2002
----------- -----------
Risk free interest rate......................................................... 2.6% 4.8%
Expected dividend yield......................................................... 0.0% 0.0%
Expected volatility............................................................. 62.2% 61.3%
Expected term................................................................... 5 Years 5 Years
Note 4 - Reclassifications
Certain amounts in the consolidated financial statements have been reclassified
to conform to the current presentation.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Critical Accounting Policies
It is necessary for management to include certain judgements in the reported
financial results of the Company. These judgements involve estimates that are
inherently uncertain and actual results could differ materially from these
estimates. The accounting policies that require the more significant judgements
by management are:
Merchandise Inventories - Merchandise inventories are stated at the lower of
cost or market using the first-in, first-out (FIFO) method. In determining
market value, management estimates the future sales price of items of
merchandise contained in the inventory as of the balance sheet date. Factors
considered in this determination include among others, current and recently
recorded sales prices, the length of time product has been held in inventory and
quantities of various product styles contained in inventory. The ultimate amount
realized from the sale of certain product could differ materially from
management's estimates. The Company also estimates a shrinkage reserve for the
period between the last physical count and the balance sheet date. The estimate
for the shrinkage reserve can be affected by changes in merchandise mix and
changes in actual shrinkage trends.
Valuation of Long-lived Assets - The Company reviews long-lived assets whenever
events or circumstances indicate the carrying value of an asset may not be
recoverable and annually when no such event has occurred. Management evaluates
the ongoing value of assets associated with retail stores that have been open
longer than one year. When undiscounted cash flows estimated to be generated by
those assets are less than the carrying value of those assets, impairment losses
are recorded. When events such as these occur, the impaired assets are adjusted
to estimated fair value and an impairment loss is recorded in selling, general
and administrative expenses. Management's assumptions and estimates used in the
evaluation of impairment, including current and future economic trends for
stores, are subject to a high degree of judgement and if actual results or
market conditions differ from those anticipated, additional losses may be
recorded.
Deferred Income Taxes - The Company calculates income taxes in accordance with
SFAS No. 109, "Accounting for Income Taxes", which requires the use of the asset
and liability method. Under this method, deferred tax assets and liabilities are
recognized based on the difference between the consolidated financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using the tax rates in
effect in the years when those temporary differences are expected to reverse.
Inherent in the measurement of these deferred balances are certain judgments and
interpretations of existing tax law and other published guidance as applied to
the Company's operations. No valuation allowance has been provided for the
deferred tax assets. The Company anticipates that future taxable income will be
able to recover the full amount of the net deferred tax assets. The Company's
effective tax rate considers management's judgment of expected tax liabilities
in the various taxing jurisdictions within which it is subject to tax. The
Company has also been involved in domestic tax audits. At any given time,
multiple tax years are subject to audit by various taxing authorities.
Results of Operations
Number of Stores Store Square Footage Comparable
--------------------------------------- ----------------------- Store Sales
Beginning End of Net End Increase
Quarter Ended Of Period Opened Closed Period Change of Period (Decrease)
- ------------- ---------- ------ ------ ------ ------ --------- -----------
May 3, 2003 207 13 0 220 146,000 2,547,000 (5.5)%
May 4, 2002 182 6 0 188 71,000 2,175,000 1.1%
9
The following table sets forth the Company's results of operations expressed as
a percentage of net sales for the periods indicated:
Thirteen Thirteen
Weeks Ended Weeks Ended
May 3, 2003 May 4, 2002
------------ -----------
Net sales............................................................... 100.0% 100.0%
Cost of sales (including buying, distribution and
occupancy costs).................................................... 70.1 69.8
--------- --------
Gross profit............................................................ 29.9 30.2
Selling, general and administrative expenses............................ 23.8 23.0
--------- --------
Operating income........................................................ 6.1 7.2
Interest expense-net.................................................... .1 .2
--------- --------
Income before income taxes.............................................. 6.0 7.0
Income taxes............................................................ 2.3 2.6
--------- --------
Net income.............................................................. 3.7% 4.4%
========= ========
Net Sales
Net sales increased $7.5 million to $136.9 million in the first quarter of 2003,
a 5.8% increase over net sales of $129.4 million in the first quarter of 2002.
The increase was attributable to the sales generated by the 38 new stores opened
in 2002 and 2003 offset in part by the comparable store sales decrease of 5.5%.
Gross Profit
Gross profit increased $1.8 million to $40.9 million in the first quarter of
2003, a 4.6% increase over gross profit of $39.1 million in the comparable prior
year period. Included in gross profit for the first quarter of 2003 is a gain of
$175,000, or 0.1% of sales, attributable to an insurance settlement for
inventory damaged by a tornado in September 2002. The Company's gross profit
margin decreased to 29.9% from 30.2% in the prior year. This decrease in profit
margin resulted from a 0.6% increase in buying, distribution and occupancy costs
due to the deleveraging effect of negative same store sales partially offset by
a 0.2% increase in the merchandise margin and the 0.1% gain on the insurance
settlement.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $2.8 million to $32.6
million in the first quarter of 2003 from $29.8 million in the comparable prior
year period. As a percentage of sales, these expenses increased to 23.8% from
23.0% in the prior year. Total pre-opening costs in the first quarter of 2003
were $772,000 or 0.6% of sales, as compared to $432,000 or 0.3% of sales in the
first quarter of 2002. The Company opened 13 new stores in the first quarter of
2003 versus opening six stores in the first quarter of 2002. The increase in
pre-opening costs as a percentage of sales coupled with the deleveraging effect
from negative same store sales resulted in the 0.8% increase in selling, general
and administrative expense. These expenses are net of a gain of $89,000 on fixed
assets from the insurance settlement related to the September 2002 tornado
damage.
Interest Expense
The decrease in net interest expense to $166,000 in the first quarter of 2003
from $264,000 in the first quarter of 2002 resulted from lower average
borrowings and a lower effective interest rate.
10
Income Taxes
The effective income tax rate of 37.5% in the first quarter of 2003 and 2002
differed from the statutory federal rates due primarily to state and local
income taxes, net of the federal tax benefit.
Liquidity and Capital Resources
The Company's primary sources of funds are cash flows from operations and
borrowings under its revolving credit facility. Net cash provided by operating
activities was $883,000 for the first quarter of 2003 as compared with $12.8
million for the first quarter of 2002. Excluding changes in operating assets and
liabilities, cash provided by operating activities was $8.0 million in the first
quarter of 2003 versus $8.5 million in the comparable prior year period.
Merchandise inventories increased $20.3 million to $150.1 million at May 3, 2003
from $129.8 million at May 4, 2002 as a result of the additional 32 stores
opened since the end of the first quarter of 2002. On a per-store basis,
inventory decreased 1.2% at the end of the first quarter of 2003 as compared to
the same period in 2002. During 2003, the Company's merchandise strategy will
continue to focus on maintaining lean overall merchandise levels. Lean
inventories in the seasonal fashion categories, particularly women's non-
athletic product, are expected to reduce exposure to markdowns.
Working capital increased to $102.2 million at May 3, 2003 from $87.3 million at
May 4, 2002. The increase in working capital was primarily due to the increase
in merchandise inventories net of accounts payable. The current ratio for first
quarter of 2003 was consistent with last year at 2.8 to 1. Long-term debt as a
percentage of total capital at May 3, 2003 was 12.0% compared to 11.9% at May 4,
2002.
Capital expenditures net of lease incentives were $5.8 million in the first
quarter of 2003. Of these expenditures, $5.2 million was incurred for new
stores. Thirteen new stores were opened in the first quarter of 2003, 11 stores
are expected to open in the second quarter and approximately 16 stores are
expected to open in the second half of the fiscal year. After closing four
stores in the latter half of the year, the Company expects to end the fiscal
year with approximately 243 stores. Six new stores were opened in the first
quarter of 2002. For fiscal 2003, the Company anticipates capital expenditures
net of lease incentives will be between $17 and $19 million.
The Company's current store prototype utilizes between 8,000 and 15,000 square
feet depending upon, among other factors, the location of the store and the
population base the store is expected to service. Net capital expenditures for
new stores in 2003 are expected to average approximately $320,000. An updated
store design, which will be utilized in all new stores in 2003 and beyond, will
lower the cost to build a store by approximately 10% from historical levels. The
average inventory investment in a new store is expected to range from $450,000
to $750,000, depending on the size and sales expectation of the store and the
timing of the new store opening. Pre-opening expenses, such as advertising,
salaries and supplies, are expected to average approximately $67,000 per store.
The Company's unsecured credit facility provides for up to $70 million in cash
advances on a revolving basis and commercial letters of credit. Borrowings under
the revolving credit line are based on eligible inventory. Borrowings and
letters of credit outstanding under the credit facility at May 3, 2003 were
$18.4 million and $3.9 million, respectively. As of May 3, 2003, $47.7 million
was available to the Company for additional borrowings under the credit
facility.
The Company anticipates existing cash and cash flow from operations,
supplemented by borrowings under the credit facility, will be sufficient to fund
planned expansion and other operating cash requirements for at least the next 12
months.
Seasonality
The Company's quarterly results of operations have fluctuated, and are expected
to continue to fluctuate in the future primarily as a result of seasonal
variances and the timing of sales and costs associated with opening new stores.
Non-capital expenditures, such as advertising and payroll, incurred prior to
opening of a new store are charged to
11
expense as incurred. Therefore, the Company's results of operations may be
adversely affected in any quarter in which the Company incurs pre-opening
expenses related to the opening of new stores.
The Company has three distinct selling periods: Easter, back-to-school and
Christmas.
Factors That May Effect Future Results
This report on Form 10-Q contains certain forward looking statements that
involve a number of risks and uncertainties. Among the factors that could cause
actual results to differ materially are the following: general economic
conditions in the areas of the United States in which the Company's stores are
located; changes in the overall retail environment and more specifically in the
apparel and footwear retail sectors; the potential impact of national and
international security concerns on the retail environment; the impact of
competition and pricing; changes in weather patterns, consumer buying trends and
the ability of the Company to identify and respond to emerging fashion trends;
risks associated with the seasonality of the retail industry; the availability
of desirable store locations at acceptable lease terms and the ability of the
Company to open new stores in a timely manner; higher than anticipated costs
associated with the closing of underperforming stores; the inability of
manufacturers to deliver products in a timely manner; and changes in the
political and economic environments in the People's Republic of China, a major
manufacturer of footwear, and the continued favorable trade relations between
China and the United States.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk in that the interest payable under the
Company's credit facility is based on variable interest rates and therefore is
affected by changes in market rates. The Company does not use interest rate
derivative instruments to manage exposure to changes in market interest rates. A
1% change in the weighted average interest rate charged under the credit
facility would have resulted in interest expense fluctuating by approximately
$50,000 for the first three months of 2003 and $57,000 for the first three
months of 2002.
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and the Chief Financial Officer of the Company have
concluded, based on their evaluation as of a date within 90 days prior to the
date of the filing of this Form 10-Q, that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and include controls and procedures designed to
ensure that information required to be disclosed by the Company in such reports
is accumulated and communicated to the Company's management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.
12
SHOE CARNIVAL, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
On May 15, 2003, the Company furnished Form 8-K reporting
under Item 9 the issuance of a press release announcing the
Company's operating and financial results for the quarter
ended May 3, 2003.
13
SHOE CARNIVAL, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed, on its behalf by the
undersigned thereunto duly authorized.
Date: June 11, 2003 SHOE CARNIVAL, INC.
(Registrant)
By: /s/ W. Kerry Jackson
---------------------
W. Kerry Jackson
Senior Vice President and
Chief Financial Officer
14
SHOE CARNIVAL, INC.
CERTIFICATIONS
I, Mark L. Lemond, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 11, 2003 By: /s/ Mark L. Lemond
-----------------------
Mark L. Lemond
President and
Chief Executive Officer
15
SHOE CARNIVAL, INC.
CERTIFICATIONS
I, W. Kerry Jackson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 11, 2003 By: /s/ W. Kerry Jackson
-----------------------
W. Kerry Jackson
Senior Vice President and
Chief Financial Officer
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